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continue in full force and effect. If this Agreement or any portion thereof
conflicts with any law or regulation governing the activities of the Company,
the Agreement or appropriate portion thereof shall be deemed invalid and of no
force or effect.

                15. Headings; Governing Law. The headings of paragraphs herein
are included solely for convenience and reference and shall not control the
meaning or interpretation of any of the provisions of this Agreement. This
agreement has been executed and delivered in the state of Texas, and its
validity, interpretation, performance, and enforcement shall be governed by the
laws of Texas.

                IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by the undersigned duly authorized officer, and the Consultant has
signed this Agreement, all as of the day first above written.

                                  ZAPATA CORPORATION



                                  By /s/ THOMAS H. BOWERSOX
                                     -----------------------------
                                         Thomas H. Bowersox
                                         Executive Vice President


                                     /s/ PETER M HOLT
                                  --------------------------------
                                         Peter M. Holt
                      

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